GRACO INC — Director's Dealing 2003

Aug 18, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2003-08-15

Reporting Person: LOWE DAVID M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-03-01	Common Stock	J	925	$22.78	Acquired	27100	Direct
2003-08-15	Common Stock	M	25312	$4.67	Acquired	52412	Direct
2003-08-15	Common Stock	S	25312	$37	Disposed	27100	Direct
2003-03-31	Common Stock	J	0.7943	$28.1	Acquired	218.6487	Indirect
2003-06-30	Common Stock	J	0.1632	$32	Acquired	218.8119	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-15	Non-Qualified Stock Option (right to buy)	$4.67	M	25312	Disposed	2005-02-23	Common Stock (25312)	Direct

Footnotes

F1: Shares acquired under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: Dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F3: Employee stock option granted pursuant to the Graco Inc. Long-Term Stock Incentive Plan in a transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing two years after the date of the grant.